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                                                                   EXHIBIT 10.32


                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of the
10th day of April, 2001 by and between CERES GROUP, INC., a Delaware
corporation, referred to in this Agreement as the "Company," and CHARLES E.
MILLER, JR., referred to in this Agreement as "Miller."

                                    RECITALS:

         Employer and Employee entered into a certain Employment Agreement as of
the 1st day of October, 1998 (the "Original Agreement"). The parties now desire
to amend the Original Agreement, as hereinafter set forth.

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

         1.       Section 1 of the Original Agreement is hereby deleted in its
                  entirety and the following inserted in its place:

                  "The Company hereby employs Miller as its Chief Financial
                  Officer for a period of two (2) years, commencing on April 1,
                  2001 through June 30, 2003; provided, however, that this
                  Agreement shall automatically renew for succeeding one (1)
                  year terms, unless the Company provides Miller with at least
                  sixty (60) days' advance written notice that this Agreement
                  and Miller's employment shall terminate as of the close of
                  business on June 30 of the then-current original or renewal
                  termination date (as the case may be). However, regardless of
                  any provisions of this Agreement to the contrary, or which
                  could be construed to the contrary, in that event, or in the
                  event Miller shall leave the employment of the Company at any
                  time other than as a voluntary quit under Section 6(d) or for
                  cause under Section 6(a), Miller shall be entitled to
                  severance pay equal to eighteen (18) months of Miller's
                  then-current annual salary (less normal administrative
                  deductions), payable in eighteen (18) equal monthly
                  installments on the first day of each month, such payments to
                  be in lieu of any other severance or termination payment from
                  the Company.

                  In the event that Miller's employment is terminated in
                  connection with a "change of control" of the Company, Employee
                  shall be entitled to receive cash compensation equal to two
                  (2) years of Miller's then-current annual salary (less normal
                  administrative deductions), payable in lump sum within thirty
                  (30) days of such "change of control," such payment to be in
                  lieu of any other severance or termination payment contained
                  herein. "Change of control" shall mean the occurrence of any
                  of the following events:

                  (i)      a tender offer shall be made and consummated for the
                           ownership of 50.1% or more of the outstanding voting
                           securities of the Company;

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                  (ii)     the Company shall be merged or consolidated with
                           another corporation and, as a result of such merger
                           or consolidation, less than 50.1% of the outstanding
                           voting securities of the surviving or continuing
                           corporation shall be owned in the aggregate by the
                           former stockholders of the Company as the same shall
                           have existed immediately prior to such merger or
                           consolidation; or

                  (iii)    the Company shall sell substantially all of its
                           operating assets to another corporation which is not
                           a wholly-owned subsidiary;

                  (iv)     a person, within the meaning of Section 3(a)(9) or of
                           Section 13(d)(3) (as in effect on the date hereof) of
                           the Exchange Act shall acquire, other than by reason
                           of inheritance, (50.1%) or more of the outstanding
                           voting securities of the Company (whether directly,
                           indirectly, beneficially or of record). In
                           determining whether a Change of Control has occurred,
                           gratuitous transfers made by a person to an affiliate
                           of such person (as determined by the Board of
                           Directors of the Company), whether by gift, devise or
                           otherwise, shall not be taken into account. For
                           purposes of this Agreement, ownership of voting
                           securities shall take into account and shall include
                           ownership as determined by applying the provisions of
                           Rule 13d-3(d)(1)(i) as in effect on the date hereof
                           pursuant to the Exchange Act."

         2.       Section 2(c) of the Original Agreement is hereby deleted in
                  its entirety and the following inserted in its place:

                  "Miller shall also participate in the Company's bonus plan for
                  officers or such other incentive compensation or plans as may
                  be established by the Company's Board of Directors (the
                  "Officer Bonus Plan"). Miller's bonus shall be payable as soon
                  as it reasonably can be determined. Notwithstanding the
                  foregoing, Miller shall be entitled to defer the receipt of
                  his salary and/or bonus pursuant to procedures adopted or
                  plans maintained by the Company."

         3.       Sections 6(b) and 6(c) of the Original Agreement are hereby
                  deleted in their entirety.

         4.       Section 7(d) of the Original Agreement is hereby deleted in
                  its entirety and the following inserted in its place:

                  During Miller's employment hereunder and, in the event of a
                  change of control or termination of Employee's employment for
                  any reason other than for cause (under Section 16) or a
                  voluntary quit, for a period of twelve (12) months, Miller
                  shall not engage, directly or indirectly, whether as an owner,
                  partner, employee, officer, director, agent, consultant or
                  otherwise, in any location where the Company or any of its
                  subsidiaries is engaged in business after the date hereof and
                  prior to the termination of Miller's employment, in a business
                  the same or similar to, any business now, or at any time after
                  the date hereof and prior to Miller's termination, conducted
                  by the Company or any of its subsidiaries, provided, however,
                  that the mere ownership of 5% or less of the stock of a
                  company whose

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                  shares are traded on a national securities exchange or are
                  quoted on the National Association of Securities Dealers
                  Automated Quotation System shall not be deemed ownership which
                  is prohibited hereunder

         5.       Except to the extent expressly amended by this First
                  Amendment, each and every term of the Original Agreement shall
                  remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date first above written.

EMPLOYER:                                  EMPLOYEE:
CERES GROUP, INC.                          CHARLES E. MILLER, JR.

By:  /s/  Peter W. Nauert                    /s/  Charles E. Miller, Jr.
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Its: Chief Executive Officer
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